TEAM Governance Committee
Terms of Reference
January 20, 2009
TEAM Governance Committee
The Governance Committee is a standing Committee responsible for ensuring that
1. Complete the review of the current Constitution and Bylaws (The Constitution).
2. Update the Constitution to comply with IFPTE Constitution.
3. Update the Constitution to reflect TEAM's current membership make-up and jurisdiction.
4. Evaluate items in the Bylaws to determine if they would be better located in the Board Policy Manual.
5. Present amended Constitution to the Board for Approval.
6. As per existing "Amendments to Constitution – Article X", facilitate a Constitution amendment vote.
7. Review previous TEAM Board meeting minutes for motions that need to be added to the Policy Manual.
8. Review existing policies for consistency in practice and compliance with the Constitution.
9. Review the Constitution annually to determine if additional amendments are required due to changing circumstances.
10. Compile a Board Member Handbook.
1. Constitution changes ratified by the membership by April 30, 2009: Proposed Amendments shall be ratified by a mailed ballot vote and shall become valid only after approval by a two-thirds (2/3) majority vote of the ballots returned.
2. Policy Manual reviewed and updated by October 30, 2009.
3. Board Member Handbook compiled electronically by November 30, 2009.
The Committee shall:
· Have the authority to carry out all of its listed duties;
· Have the authority to select a Chair;
· Have the authority to present recommended changes to the Constitution to the Board for approval;
· Have the authority to request support from a Subject Matter Expert in developing the recommendations to be presented to the Board;
· Have a budget of $3,000 for the Subject Matter Expert.
· Have the authority to consult legal council prior to presentation of recommendations; the legal costs are over and above the costs of the Subject Matter Expert.
1. Meetings will be held at the TEAM office and called by the Chair or by any member through the Chair. Regular meeting dates are recommended.
2. During 2009, the total time in a month shall not normally exceed one day, thereafter, two hours per month. Meetings during working hours shall be by release, meetings outside normal working hours shall be volunteer time.
3. The Chair will set the agenda with input from the Committee and ensure that meetings are scheduled.
4. Consensus will be the decision-making process.
5. Minutes to be taken by an assigned scribe (this role may alternate among Committee members).
6. Refreshments can be purchased for the meeting in an amount not exceeding $20 per month.
7. Lunch will be provided for day-long meetings.
8. Expenses will be reimbursed based on TEAM policies.
1. Reports will be delivered electronically to the Executive Director two weeks prior to each Board meeting for inclusion in the Board pre-meeting package.
2. Report production is mandatory. Reporting deadlines are negotiable if delays are unavoidable.
1. At a minimum:
· One Board member;
· One staff member i.e. the Executive Director or as appointed by the ED.
2. The Committee shall be limited to, but not exceeding, 5 members.
3. Any member in good standing of
4. A Subject Matter Expert may be invited to attend Committee meetings, should the Committee deem this to be necessary, provided any costs are within the authorized budget.
5. All members of the Committee are subject to Board approval.
6. Quorum requires at least 50% of the Committee be present in order to conduct the meeting. The Committee will only meet without quorum when exceptional circumstances exist (i.e. illness, bad weather, bereavement, etc.)
1. TEAM office space (pre-booking required), office equipment, internet access, and office supplies.
2. Access to historical documents on previous Constitution reviews.
3. Opinions and recommendations from legal counsel available through the Executive Director.
1. The Chair will be accountable to the Board for the Committee.
2. The Committee shall maintain meeting minutes.
3. All deliberations of the Committee, and all records, material and information pertaining to TEAM obtained by a member of the Committee shall be considered confidential. Committee members shall maintain the confidentiality of such deliberations, and shall safeguard such records, material and information from improper access.Committee performance will be evaluated on met deadlines and deliverables.